Calcutta High Court
Bhagchandka Exports Ltd vs Dolphin Agencies Pvt. Ltd on 11 January, 2010
Author: Girish Chandra Gupta
Bench: Girish Chandra Gupta
CA No.717 of 2009
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
BHAGCHANDKA EXPORTS LTD.
And
DOLPHIN AGENCIES PVT. LTD.
And
DOLPHIN AGENCIES PVT. LTD.
BEFORE:
The Hon'ble JUSTICE GIRISH CHANDRA GUPTA
Date : 11th January, 2010.
Appearance:
Ms. P. Jain, Adv.
The Court: A meeting of the holders of equity Shares in Bhagchandka Exports Limited (hereinafter referred to as the "Transferee Company") shall be convened and held at the office of Mr. N. K. Patni, Advocate of No.6, Old Post Office Street, 5th floor, Room No. 110, Kolkata - 700 001 on Friday the 26 day of February, 2009 at 1:00 p.m. for the purposes of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation between Dolphin Agencies Pvt. Ltd. and Astra Holdings Pvt. Ltd.
[hereinafter referred to as the "Transferee Company"] and Bhagchandka Exports Ltd. [hereinafter referred to as the "Transferee Company"].
A meeting of the holders of Equity Shares in Dolphin Agencies Pvt. Ltd. shall be convened and held at the office of Mr. N. K. Patni, Advocate of No.6, Old Post Office Street, 5th floor, Room No.110, Kolkata - 700 001 on Friday the 26th Day of February, 2009 at 1:15 p.m. for the purposes of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation between Dolphin Agencies Pvt. Ltd. and Astra 2 Holdings Pvt. Ltd. [hereinafter referred to as the "Transferor Companies"] with the Transferee Company abovenamed.
A meeting of the holders of Equity Shares in Astra Holdings Pvt. Ltd. shall be convened and held at the office of Mr. N.K. Patni, Advocate, 6, Old Post Street, 5th floor, Room No.110, Calcutta-700 001 on Friday the 26th day of February, 2010 at 1.30 p.m. for the purposes of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation of Dolphin Agencies Pvt. Ltd. and Astra Holdings Pvt. Ltd. [hereinafter referred to as the "Transferor Companies"] with the Transferee Company abovenamed.
At least 21 days before the meetings to be held as aforesaid, a notice convening the said respective meetings at the place and times as aforesaid together with a copy of the said Scheme of Amalgamation between transferee company and the transferor companies as also a copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy be served by Certificate of posting, addressed to each of the holders of the equity shares in Bhagchandka Exports Ltd. ; Dolphin Agencies Pvt. Ltd. and Astra Holdings Pvt. Ltd. at their respective last known addresses.
At least twenty one clear days before the date of the respective meetings to be held as aforesaid, an advertisement, convening the said meetings and stating that the copies of the said Scheme of Amalgamation together with the copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy can be obtained free of charge at the respective Registered Office of the applicant Companies Nos. 1, 2 and 3 or at the office of their Advocate Mr. N. K. Patni, 6, Old Post Office Street, 5th floor, Room No. 110, Kolkata - 700 3 001, be inserted once in "Economic Times and once in "Ananda Bazar Patrika". The publication in the Kolkata Gazette is dispensed with.
The Advocate-on-Record for the Applicant Companies do within 14 days from this day file in Court the form of advertisement, the form of the notice and the statement accompanying such notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Smt. Basanti Dutta, Advocate failing which Smt. Chabi Bhattacharjee, Advocate shall be the Chairperson of the meeting of the Equity Shareholders of Bhagchandka Exports Ltd. to be held as aforesaid at remuneration of 500 GMs.
Smt. Chabi Bhattacharjee, Adv. failing which Smt. Basanti Dutta, Adv. shall be the Chairperson of the meeting of the Equity Shareholders of Dolphin Agencies Pvt. Ltd. to be held as aforesaid at remuneration of 500 GMs.
Mr. Ashok Banerjee, Advocate failing which Smt. Chabi Bhattacharjee, Adv. shall be the Chairman of the meeting of the Equity Shareholders of Astra Holdings Pvt. Ltd. to be held as aforesaid at remuneration of 500 GMs.
Each Chairman/Chairperson appointed for the aforesaid meetings or any persons authorised by him/her do issue and send out the notice of the meetings referred to above.
The quorum for the meetings of the holders of the Equity Shares in each of the applicant companies nos.1 to 3 shall be four persons present either personally or by proxy.
Voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the persons entitled to attend and to vote at the meting, is filed with the transferor company and the transferee company as the case may be at their respective registered offices not later than 4 forty eight hours before the respective meeting. The Chairman/Chairperson shall have the power to adjourn the meeting(s), if necessary.
The value of each member shall be in accordance with the books of the respective companies and where entries in the books are disputed, the chairman/chairperson shall determine such value for the purposes of the meeting.
The respective Chairman/Chairperson do report to the Court, the result of the said meeting within two weeks from the date of the respective meetings and their Reports shall be verified by their respective affidavits.
The Chairman/Chairperson and all parties concerned are to act on a xerox signed copy of this order on the usual undertakings.
(GIRISH CHANDRA GUPTA, J.) pkd.
AR(CR)